REPUBLIC OF CHILE – ANNOUNCEMENT OF TENDER OFFER

SANTIAGO, Chile, May 22, 2024 — 

Tender Offer

Chile announced today the commencement of an offer to purchase for cash (the “Tender Offer“) debt securities of the series listed in the table below (the “Old Bonds” and each Old Bonds, a “series” of Old Bonds). The aggregate Purchase Price (as defined below) to be paid for the Old Bonds tendered and accepted for purchase pursuant to the Tender Offer will be determined by Chile in its sole discretion (the “Maximum Purchase Amount“). The terms and conditions of the Tender Offer are set forth in an offer to purchase, dated the date hereof (the “Offer to Purchase“).  The Tender Offer is being made concurrently with an offer to exchange Old Bonds for New Bonds (as defined below) and an offer to purchase Old Bonds for cash to the public in Chile (together, the “Local Offers“).

(1) Includes Old Bonds held in Chile, which are the subject of the Local Offers.

The Tender Offer is not conditioned upon any minimum participation of any series of Old Bonds, but is conditioned on the pricing and closing of a global offering that consists of an offering to the public in Chile, and an offer and sale of bonds to investors outside of Chile to “qualified institutional buyers” in accordance with Rule 144A in the United States and to non-U.S. persons outside the United States in reliance upon Regulation S of the Securities Act of 1933, as amended, of certain Chilean peso-denominated bonds (the “New Bonds“) in an amount, with pricing and on terms and conditions acceptable to Chile in its sole discretion, with pricing terms expected to be announced on or about Thursday, May 30, 2024 (such offering of New Bonds to investors outside of Chile the “New Bonds Offering“).

The Tender Offer commenced on the date hereof and, unless extended or earlier terminated by Chile in its sole discretion, will expire at 10:00 a.m., New York time, on Thursday, May 30, 2024 (the “Tender Period“). Subject to pricing and closing of the New Bonds Offering and the other terms and conditions set forth in the Offer to Purchase, and subject to change by Chile, the settlement of the Tender Offer is expected to occur on or about Monday, June 3, 2024 subject to change without notice (the “Tender Offer Settlement Date“). 

At or around noon, New York Time, on Friday, May 24, 2024, or as soon as possible thereafter, Chile will announce the purchase price per Ps. 1,000,000 principal amount of each series of Old Bonds (the “Purchase Price“). Payment for any tendered Old Bonds accepted by Chile, together with an amount in cash corresponding to accrued and unpaid interest, accrued at the rates contemplated in each series of Old Bonds to but excluding the Tender Offer Settlement Date (“Accrued Interest“), will be made after and conditioned upon the pricing and closing of the New Bonds Offering. Payment of the Purchase Price for Old Bonds accepted for purchase in the Tender Offer, together with Accrued Interest, will be made in U.S. dollars, based on an exchange rate for the conversion of Chilean pesos into U.S. dollars that will be determined using the average of the buy and sell spot exchange rates available on Bloomberg by typing “USDCLP BGN Curncy <GO>” at or around noon, New York Time, or as soon as possible thereafter, on the day that the New Bonds are priced, which is currently expected to be Thursday, May 30, 2024 (the “Applicable Exchange Rate“). The Applicable Exchange Rate is the same rate at which the purchase price payable for the New Bonds sold in the New Bonds Offering will be calculated in U.S. dollars.

You may only submit tenders through Euroclear System (“Euroclear“). You will NOT be able to submit tenders through the Depository Trust Company (“DTC“), Clearstream Banking, société anonyme, Luxembourg, or Depósito Central de Valores S.A., Depósito de Valores (“DCV“).

You must comply with the applicable procedures of Euroclear including arranging for a direct participant in Euroclear to deliver a valid electronic acceptance instruction (“Electronic Acceptance Instruction“), which includes the proper blocking and debit irrevocable instructions, to Euroclear.

If you are a beneficial owner whose Old Bonds are held by a broker, dealer, commercial bank, trust company or other nominee (each, a “Nominee“) and you desire to tender the Old Bonds in the Tender Offer, you must contact your Nominee and instruct such Nominee, as holder of the Old Bonds, to tender the Old Bonds on your behalf. The deadlines set by Euroclear or any such intermediary for the submission of tenders of Old Bonds may be earlier than the relevant deadlines specified in the Offer to Purchase.

For further information on the procedures to tender Old Bonds, please refer to the Offer to Purchase and/or call the Tender and Information Agent at its telephone numbers set forth below or consult your Nominee for assistance.

Valid tenders made in accordance with the terms and conditions of the Offer (“Tender Orders“) may be withdrawn on or prior to 10:00 a.m., Thursday, May 30, 2024 (the “Withdrawal Deadline“), unless the Withdrawal Deadline is extended or earlier terminated. A valid withdrawal of Old Bonds on or prior to the Withdrawal Deadline will result in the holder not being eligible to receive the Purchase Price or any accrued interest pursuant to the Tender Offer.

At or around 8:00 a.m., New York time, on Friday, May 31, 2024, or as soon as possible thereafter, Chile will announce (i) the Maximum Purchase Amount and the Tendered Aggregate Purchase Price (as defined below), (ii) the aggregate principal amount of Tenders of each series of Old Bonds that has been accepted, (iii) any proration of Tenders, and (iv) the Applicable Exchange Rate.

If the total purchase price for the principal amount of Old Bonds (the “Tendered Aggregate Purchase Price“) would exceed the Maximum Purchase Amount, then the Republic will, in its sole discretion, select one or more series of Old Bonds to be prorated based on the same or different proration factors, so that the Tendered Aggregate Purchase Price accepted by the Republic equals or does not exceed the Maximum Purchase Amount. These proration procedures are subject to the Republic’s right in its sole discretion not to accept any or certain Tenders for any reason. Old Bonds accepted for purchase will be determined by multiplying each holder’s Tender by the applicable proration factor, and rounding the product down to the nearest multiple of Ps.5,000,000 principal amount. All Old Bonds validly tendered but not accepted as a result of proration or otherwise will be rejected and returned to holders through Euroclear. However, if the principal amount of Old Bonds that are not accepted and are returned to a holder as a result of proration would result in less than the Minimum Denomination being returned to such holder, the Republic will either accept or reject all of such holder’s validly tendered Old Bonds.

A priority allocation code (the “Priority Allocation Code”) is not required for a holder to tender its Old Bonds, but if a tendering holder wishes to subscribe for New Bonds, such holder should obtain and quote a Priority Allocation Code when subscribing for New Bonds. Holders tendering Old Bonds may obtain a Priority Allocation Code by contacting any of the Dealer Managers, and should include their Priority Allocation Code in their Tender. Chile will review Tenders received on or prior to the Tender Period Expiration Time and may give priority to those investors tendering with a Priority Allocation Code in connection with the allocation of New Bonds. However, no assurances can be given that any holder that tenders Old Bonds will be given an allocation of New Bonds at the levels it may subscribe for, or at all.

The Tender Offer is subject to Chile’s right, in its sole discretion, to extend, terminate, withdraw or amend its terms at any time. Chile reserves the right, in its sole discretion not to accept any Tender Orders, or to accept Tender Orders as to one or more series of Old Bonds but no other series, for any reason. 

The Offer to Purchase may be downloaded from the Tender and Information Agent’s website at https://www.gbsc-usa.com/chile/ or obtained from the Tender and Information Agent, Global Bondholder Services Corporation in New York, at 65 Broadway – Suite 404, New York, NY 10006 (Banks and Brokers call collect: (212) 430-3774; all others call Toll-Free: (855) 654-2015) Attention: Corporate Actions (e‑mail: [email protected]), or from any of the Dealer Managers.

The Dealer Managers for the Tender Offer are:

Questions regarding the Tender Offer may be directed to the Dealer Managers at the above contact.

NONE OF CHILE, THE DEALER MANAGERS OR THE TENDER AND INFORMATION AGENT MAKES ANY RECOMMENDATION THAT ANY HOLDER TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF SUCH HOLDER’S OLD BONDS OR THAT ANY HOLDER SUBMIT OR CHOOSE NOT TO SUBMIT AN INDICATION OF INTEREST IN THE NEW BONDS IN CONNECTION WITH SUCH A TENDER, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. HOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER OLD BONDS, AND, IF SO, THE PRINCIPAL AMOUNT OF OLD BONDS TO TENDER AND WHETHER TO SUBMIT AN INDICATION OF INTEREST IN THE NEW BONDS IN CONNECTION WITH SUCH A TENDER.

Important Notice

The New Bonds Offering will be made solely by means of an offering memorandum relating to that offering, and this announcement does not constitute an offer to sell or the solicitation of an order to buy any New Bonds. You may not participate in the New Bonds Offering unless you have received and reviewed the offering memorandum related to that offering, and not in reliance on, or on the basis of, this announce or the Offer to Purchase. The New Bonds will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction and will be offered in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

This announcement is not an offer to purchase or a solicitation of an offer to sell the Old Bonds. The Tender Offer will be made only by and pursuant to the terms of the Offer to Purchase, as may be amended or supplemented from time to time.

The distribution of materials relating to the New Bonds Offering and the Tender Offer, and the transactions contemplated by the New Bonds Offering and Tender Offer, may be restricted by law in certain jurisdictions. The Tender Offer is made only in those jurisdictions where it is legal to do so. The Tender Offer is void in all jurisdictions where it is prohibited. If materials relating to the New Bonds Offering or the Tender Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the New Bonds Offering and the Tender Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the New Bonds Offering or the Tender Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the New Bonds Offering or the Tender Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate in that jurisdiction. Owners who may lawfully participate in the Tender Offer in accordance with the terms thereof are referred to as “holders.”

This announcement and the offer to purchase contains forward-looking statements. Forward-looking statements are statements that are not historical facts, including statements about Chile’s beliefs and expectations. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made. Chile undertakes no obligation to update any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. Chile cautions you that several important factors could cause actual results to differ materially from those contained in any forward-looking statement.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

SOURCE Republic of Chile